SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 3, 2012
START SCIENTIFIC, INC.
(Exact Name of Registrant as Specified
|(State of Other Jurisdiction
6 Champion Trail
San Antonio, Texas
|(Address of Principal Executive Offices)
Registrant’s telephone number,
including area code: (801) 816-2570
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-k filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
[ ] Soliciting material pursuant to Rule 14a-12 under the
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
Item 3.02 Unregistered Sales of Equity Securities
On May 4, 2012, pursuant to the Company’s 2012
Equity Incentive Plan (the "Plan") described in Item 5.02 herein, the Board approved the grant of 10,500,000 common stock
purchase options to five individuals at a weighted average exercise price of $0.65 per share. No solicitation was made and no underwriting
discounts were given or paid in connection with these transactions. The Company believes that the issuance of the awards pursuant
to the Plan as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section
4(2) of the Securities Act of 1933.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On May 3, 2012, Walter Pera and Chene
Gardner resigned from the Board and as officers of the Company. Mr. Pera had been a member of the Board since the Company’s
inception. Mr. Gardner was appointed to the Board and as Chief Executive Officer, and Chief Financial Officer of the Company in
Also on May 3, 2012, Kenneth Denos, S.
Arne D. Greaves, George J. Edwards, Scott Bouslog, and Ruben Flores were appointed to the Board. In addition, on May 4, 2012, Mr.
Greaves was appointed as the Company’s Chairman and Chief Executive Officer, and Mr. Edwards was appointed as the Company’s
Chief Financial Officer. A summary of the background and business experience of the aforementioned is as follows:
S. Arne D. Greaves. Mr. Greaves,
age 50, is the Chief Executive Officer and Chairman of the Board of Directors of the Company. Since 1983, he has been working in
the oil and gas industry. In May 2001, Mr. Greaves co-founded Carpathian Energy Companie Petroliera S.R.L., a Romanian oil and
gas production company, and has actively been involved the acquisition of concessions and development plans for reentries and development
of new wells. Since November 2007, he has been the President of Livingston Operating Company, LLC, a family-owned oil and gas production
company, based in Jackson, Mississippi.
George J. Edwards. Mr. Edwards,
age 64, is the Chief Financial Officer and member of the board of directors of the Company. He has focused the past 37 years of
his career negotiating international and domestic mergers and acquisitions for oil and gas, chemical, and technology corporations
based in Texas and Pennsylvania. From June 1999 until March 2011, Mr. Edwards was the Executive Vice President and Director for
Osyka Corporation, an oil and gas exploration and production company. He has a Bachelor of Science degree in Accounting from LaSalle
University, a Master of Business Administration with a focus on Finance and Accounting from Harvard University: Graduate School
of Business Administration, and a Juris Doctor from the University of Pennsylvania School of Law. Mr. Edwards is a member of the
Pennsylvania State Bar. He has served as a former director of the Association of International Petroleum Negotiators and Vice Chairman
of the Board of Directors and head of the policy committee for the Corporate Council on Africa, Mr. Edwards is currently a board
member of the University of Pennsylvania Law School Alumni Association, and member of the Executive Leadership Council.
Kenneth Denos. In addition to
his service as a non-executive director of the Company, Mr. Denos, age 44, is a director and the Secretary and Chief Compliance
Officer for Equus Total Return, Inc. (“Equus”), a closed-end fund traded on the New York Stock Exchange. Mr. Denos
is also the Chairman and CEO of the Acadia Group, Inc., an international corporate finance and investment firm. Mr. Denos’
other directorships include London Pacific & Partners, Inc., (a Los Angeles-based advisory and investment firm which specializes
in the healthcare, hospitality, and natural resources industries), Vican Resources, Inc. (an oil and gas exploration and development
company) and Scorpex, Inc. (a provider of first toxic and hazardous waste storage, treatment, and disposal in Mexico). From August
2007 to June 2009, Mr. Denos was the President and CEO of Equus, and prior to that time, served as the EVP of Equus. From May 2006
to July 2009 Mr. Denos was the Chief Executive Officer of MCC Global NV (FSE: IFQ2) an international financial services and investment
conglomerate based in London and traded on the Geregeltermarkt of the Frankfurt Stock Exchange. For the past 14 years, Mr. Denos
has served as a director or principal for several small-cap public companies on the London AIM, Frankfurt Stock Exchange, New York
Stock Exchange, and the OTC Bulletin Board, and has worked closely with many public and private emerging growth companies throughout
the world. In addition to a Bachelor of Science degree in Business Finance and Political Science, he holds a Master of Business
Administration and a Juris Doctor from the University of Utah.
Scott Bouslog. In addition to
his service as a non-executive director of the Company, Mr. Bouslog, age 50, has approximately 29 years of experience managing
teams of agents and selling a variety of insurance and investment products. From April 2008 until February 2010, he served as Vice
President of Independent Sales for SunAmerica Financial Group (formally AIG SunAmerica). From September 2005 until February 2008,
Mr. Bouslog served as the Regional Director (central region) for Jackson National Life Distributors, Inc. He has a Bachelor of
Arts in Business Management from Luther College. Mr. Bouslog is a Registered Representative with active Series 6, 7, 24, and 63
licenses. He holds an insurance license from the state of Texas.
Ruben Flores. Mr. Flores, age
36. Mr. Flores is a non-executive director of the Company. He specializes in corporate finance with commercial lenders, hedge funds,
private equity groups, and other forms of structured finance. Mr. Flores is the founder and has been the President of Definitive
Commercial Capital, a Texas-based strategic finance company, since July 2005. Prior to July 2005, he was involved in the real estate
mortgage industry. During March 2008, Mr. Flores filed a chapter 13 bankruptcy, and on October 2009 he voluntarily dismissed the
bankruptcy. He has a Bachelor of Business Administration from the University of Incarnate Word in San Antonio, Texas.
On May 4, 2012, the Company entered into
separate Employment Agreements (collectively, the "Employment Agreements") with S. Arne D. Greaves and George J. Edwards,
the Chief Executive Officer and Chief Financial Officer, respectively, of the Company. The Employment Agreements are for a minimum
one year period and each provide for an annual base salary of $150,000 and entitle Messrs. Greaves and Edwards to receive stock
options pursuant to the 2012 Equity Incentive Plan detailed herein. The Employment Agreements also contain customary confidentiality,
non-competition, and non-solicitation provisions, as well as three (3) months of severance pay in the event of termination by the
Company without “cause” as defined therein. The foregoing summary of the Employment Agreements does not purport to
be complete and is qualified in its entirety by reference to the Employment Agreements, copies of which are included as Exhibits
10.1 and 10.2 to this Form 8-K and are incorporated herein by reference thereto.
On May 4, 2012, the Company adopted its
2012 Equity Incentive Plan (the "Plan"). The Plan allows for the grant and issuance of common stock purchase option Awards
(as defined under the Plan) to employees, non-employee directors, consultants, and advisors of the Company. The Plan reserves for
issuance under the Plan a number of shares of common stock of the Company equal to the greater of (i) Twenty Million (20,000,000)
shares, or (ii) Twenty Percent (20%) of the issued and outstanding shares of common stock of the Company. The foregoing summary
of the Plan does not purport to be complete and is qualified in its entirety by reference to the 2012 Equity Incentive Plan, a
copy of which is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference thereto.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 3, 2012, the Board approved the
restatement of the Company’s Bylaws. The amended and restated Bylaws are attached as Exhibit 3.1 to this Current Report.
Item 8.01 Other Events.
On May 4, 2012, the Board approved a
form of Indemnification Agreement for each of the directors and executive officers of the Company. The form of Indemnification
Agreement is attached as Exhibit 10.3 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
3(ii) Amended and Restated Bylaws
of Start Scientific, Inc.
10.1 Employment Agreement with S.
Arne D. Greaves.
10.2 Employment Agreement with George
10.3 Form of Indemnification Agreement.
99.1 Start Scientific, Inc. 2012 Equity
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
||Start Scientific, Inc.|
|Date: May 9 2012
||/s/ S. Arne D. Greaves|
||S. Arne D. Greaves |
Chief Executive Officer